Company No.

16688 K

THE COMPANIES ACT 2016

MALAYSIA

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PUBLIC COMPANY LIMITED BY SHARES

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CONSTITUTION

OF

LIBERTY INSURANCE BERHAD (Company No. 16688-K)

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Incorporated on the 7th day of December, 1973

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Company No.

16688 K

1

The Companies Act 2016

PUBLIC COMPANY LIMITED BY SHARES

CONSTITUTION

OF

LIBERTY INSURANCE BERHAD

1. INTRODUCTION

1.1 Company incorporation

The name of the Company is “LIBERTY INSURANCE BERHAD”.

1.2 Registered office

The Registered Office of the Company will be situated in Malaysia.

1.3 Members’ liabilities

The liability of the members of the Company is limited.

2. DEFINITIONS AND INTERPRETATION

(a) In this Constitution, the words standing in the first column of the Table next hereinafter contained

shall bear the meanings set opposite to them respectively in the second column thereof; if not

inconsistent with the subject or context.

Words Meanings

“The Act” the Companies Act 2016 and every other Act for the time being in

force concerning companies and effecting the Company (which

expression includes all and any statutory modification, amendment

and re-enactment thereof in force from time to time).

“BNM” means Bank Negara Malaysia, the central bank of Malaysia, the body

corporate established under the repealed Central Bank of Malaysia

Act 1958 which shall continue to be in existence under and subject

to the Central Bank of Malaysia Act 2009, as amended from time to

time and any re-enactment thereof.

“Board of Directors”

or “Board”

Board of directors for the time being of the Company.

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“The Company” Liberty Insurance Berhad.

“The Constitution” the Constitution as originally framed or as altered from time to time

by Special Resolution.

“Court” means the High Court or a judge thereof.

“Chairman” means the chairman of the Board of the Directors.

“The Directors” the directors for the time being of the Company.

“FSA” means the Financial Services Act 2013 (which expression includes

all and every statutory modification and any re-enactment thereof

that may be made from time to time).

“Guidelines on CG”

means the Guidelines on Corporate Governance issued by BNM, as

may be amended or supplemented from time to time.

“Independent

Directors”

refers to a director who is described as being independent in

accordance with the Guidelines on CG.

“Register of Members” means the register of members of the Company and whose names

appear in the Company’s Register of Members.

“The Office” the registered office for the time being of the Company.

“The Seal” the Common Seal of the Company.

“The Secretary” any person appointed to perform the duties of the Secretary of the

Company including any person appointed temporarily.

“Special Resolution” has the meaning assigned thereto by Section 292 of the Act.

(b) Expressions referring to writing shall, unless the contrary intention appears, be construed as

including references to printing, lithography, photography, and other modes of representing or

reproducing words in a visible form.

(c) Words importing the singular number only shall include the plural number, and vice versa.

(d) Words importing the masculine gender only shall include the feminine gender.

(e) Words importing persons shall include corporations.

(f) Subject as aforesaid, words or expressions contained in this Constitution shall be interpreted in

accordance with the provisions of the Interpretations Act 1948 and 1967 and of the Act and the

FSA as amended from time to time and any re-enactment thereof as in force at the date at which

this Constitution become binding on the Company.

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3. OBJECTS OF THE COMPANY

The objects for which the Company is established are:-

(1) To undertake and carry on all kinds of insurance business and all kinds of guarantees and

indemnity business, and in particular, without prejudice to the generality of the foregoing

words, to carry on life, fire, marine, aerial, accident, employer’s liability, workmen’s

compensation, disease, sickness, survivorship, failure of issue, burglary and robbery, theft,

third party, vehicle, plate-glass, fidelity guarantee, transit, export credit, and mortgage or

other investment insurance.

(2) To insure all steamers, motor-vessels, ships, vessels, boats and craft of every description

afloat or under construction, repair or otherwise, and engines, tackle, gear, equipment,

stores, freight, earnings, specie, bullion, hire charter, passage-money, profit, cargo,

respondentia and bottomry interests, advances, commissions, disbursements, and all other

property and subject-matters of insurance of every description during transit by sea or

land, or on inland rivers and waters, and also in or upon any wharves, stores, warehouses

and other places before or after transit against the risks ordinarily enumerated or

contemplated in policies or marine insurance, and also against floods, tidal waves,

earthquakes and other acts of God, delay, theft, civil commotion, strikes, outrages and

losses consequent thereon, and generally to carry on the business of marine insurance in

all its branches, with full power to effect reinsurance and counter-insurance as may seem

expedient.

(3) To wholly or partially insure goods (including live stock), chattels, guarantees, deposits

and effects of all kinds against all insurable risks, and to carry on a general assurance

business, and to do all things necessary and proper in that behalf.

(4) To insure all wharves, warehouses and waterside stores and all descriptions of property

thereon or therein against all or any consequences of floods, tidal waves, earthquakes and

other acts of God, strikes, outrages, disputes and civil commotion.

(5) To insure maritime and other contracts of carriage and affreightment, and any profits,

emoluments and payments thereunder against all or any of the risks referred to in (1)

aforesaid.

(6) To re-insure or counter-insure any of the risks undertaken by the company.

(7) To indemnify shipowners, carriers by water and land, and other persons entrusted with the

carriage of property by water and land against liabilities incurred in the course of their

business in respect of loss of or damage to property or of personal injury.

(8) To lend money on bottomry and respondentia and to provide bail and to give security by

bond or otherwise for the purpose of preventing the arrest or effecting the release from

arrest of vessels, aircraft, cargoes and freights wholly or in part insured with the Company.

(9) To insure houses, tenements, merchandise and all other property and effects, real and

personal, against loss or damage by fire, lightning, explosion, storm, floods, earthquake,

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accidents or otherwise, and to carry on the ordinary business of fire insurance in all its

branches and in connection therewith to rebuild, repair and replace or reinstate houses,

buildings, machinery and every other description of property which may be insured by the

Company and to carry on any kind of business necessary or expedient for any such

purpose.

(10) To insure property against burglary or theft by housebreaking, robbery or larceny, also

against loss or damage from breakage of plate-glass or any other description of glass

whether in windows, fittings, mirrors or in whatever way used.

(11) To carry on the business of aerial insurance in all its branches and to insure persons and

property against all insurable risks connected with aerial navigation, transit by air and the

use and operation of aircraft of all kinds.

(12) To carry on the business of motor-vehicle insurance in all its branches and to insure

persons and property against all insurable risks connected with the use and operation of

motor-vehicles of all kinds.

(13) To carry on the business of accident and health insurance in all its branches.

(14) To carry on the business of life insurance in all its branches, and in particular to grant or

effect assurance of all kinds for payment of money by way of a single payment or by

several payments or by way of immediate or deferred annuities or otherwise upon the

happening of all or any of the following events, namely, the death or marriage or birth or

survivorship, or failure of issue of or the attainment of a given age by any person or persons

or the expiration of any fixed or ascertainable period or the occurrence of any contingency

or event which would or might be taken to affect the interest, whether in possession,

vested, contingent, expedient, prospective or otherwise of any person or persons in any

property.

(15) To grant annuities of all kinds, whether dependent on human life or otherwise, and whether

perpetual or terminable, and whether immediate or deferred, and whether contingent or

otherwise.

(16) To purchase and deal in and lend on life, reversionary and other interests in property of all

kinds, whether absolute or contingent or expectant, and whether determinable or not, and

to acquire, lend money on, redeem, cancel or extinguish by purchase, surrender, or

otherwise, any policy, security, grant or contract issued, made or taken over or entered into

by the Company in relation to any branch of its business.

(17) To assure compensation or payment in case of injury to body, health, limb or property by

railway accident, shipwreck, aircraft accident, or other perils or land, water or air, or any

other accident or misadventure or violence of any description whatsoever, and to assure

payment during sickness or incapacity arising from the above-mentioned or any other

causes; and to assure and indemnify against liability to make compensation to others

(whether or not in the employment of the assured), by reason of injury or damage to

persons or property, directly or indirectly occurring or caused to or by the assured, or to

or by persons in his employment, and against all claims, demands and proceedings in

Company No.

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respect of such injury or damage and generally to carry on the business of employers’

liability and workmen’s compensation insurance in all its branches.

(18) To effect all classes of insurance against risks of war, rebellion, uprising, hostilities and

warlike operations, acts of government, strikes, riots, and civil commotions.

(19) To effect all classes of casualty insurance.

(20) To carry on business of insurance against loss of money, principal and interest, lent,

invested or secured on mortgages, charges, debentures, deposits and loans of every kind,

to banking, property, investment or financial companies in Malaysia.

(21) To guarantee the fidelity of receivers, liquidators, executors, administrators, trustees,

guardians, committees, agents and other persons filling, or about to fill, situations of trust

or confidence and to provide security for the due performance and discharge by such

persons of all or any of the duties and obligations imposed upon them, and to indemnify

principals, employers and others against losses or damages by any person of the non-

performance or breach of such duties and obligations.

(22) To guarantee and indemnify sureties, executors, administrators, trustees, employers and

others against loss or liability incurred by reason of the bankruptcy, insolvency,

misconduct or fraud of principals, co-executors, co-administrators, co-trustees, agents,

servants or any other person or otherwise incurred in connection with their offices or

position.

(23) To guarantee the performance of contracts of all kinds, and in particular the payment of

rents and of moneys, whether principal or interest, secured by or payable under, or in

respect of mortgages, charges, bonds, debentures, debenture stock, obligations and

securities of, or created by, any person, partnership, company or association, whether

corporate or unincorporated, or any government or state or municipal, local or public

authority, and to guarantee the title to, or quiet enjoyment of property, and to grant

indemnities against any loss, actions, claims and demands in respect of, imperfection or

deficiency of title to, or in respect of, outstanding rights and incumbrances affecting any

property.

(24) To guarantee, provide and supply medical and surgical aid and treatment, or any other

assistance in illness, and all such requisites and remedies as may be deemed expedient.

(25) Generally to carry on and transact every kind of guarantee business, and every kind of

indemnity business, and every kind of counter-guarantee and counter-indemnity business,

and generally every kind of insurance and reinsurance business whether now known or

hereafter devised, and to make, grant, and issue such policies, contracts of insurance,

contracts of indemnity, bonds and other instruments, and to make such arrangements with

policy-holders and others as may be necessary or expedient for carrying on and transacting

such business.

(26) To carry on the business of importers and exporters, general merchants and commission

agents and the business of letting on hire or hire purchase of all kinds of goods, wares and

merchandise.

Company No.

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(27) To manufacture, buy, sell, exchange, alter, improve, manipulate, prepare for market and

otherwise deal in all kinds of plant, machinery, apparatus, tools, utensils, materials and

things necessary or convenient for carrying out or conducting any of the aforesaid

businesses and activities or proceedings usually dealt in by persons engaged in similar

businesses.

(28) To acquire, undertake, carry on and execute any business, undertaking, transaction or

operation whether agricultural, extractive, manufacturing, financial, mercantile or

otherwise, which may seem to the Company capable of being conveniently carried on in

connection with its business or any part of it or calculated directly or indirectly to enhance

the value of or render profitable any of the Company’s property or rights.

(29) To acquire and undertake the whole or any part of the business, property and liabilities of

any person or company carrying on any business which the Company is authorized to carry

on, or possessed of property suitable for the purposes of the Company.

(30) To apply for, purchase, or otherwise acquire any patents, patent rights, copyrights, trade

marks, formula licences, concessions and the like, conferring any exclusive or non-

exclusive or limited right to use, or any secret or other information as to any invention

which may seem capable of being used for any of the purposes of the Company, or the

acquisition of which may seem calculated directly or indirectly to benefit the Company;

and to use, exercise, develop or grant licences in respect of, or otherwise turn to account,

the property, rights, or information so acquired.

(31) To amalgamate or enter into partnership or into any arrangement for sharing of profits,

union of interest, co-operation, joint venture, reciprocal concession, or otherwise, with any

person or company carrying on or engaged in or about to carry on or engage in any

business or transaction which the Company is authorized to carry on or engage in, or any

business or transaction capable of being conducted so as directly or indirectly to benefit

the Company.

(32) To enter into any arrangements with any Government or authority, supreme, municipal,

local or otherwise, that may seem conducive to the Company’s objects or any of them; and

to obtain from any such Government or authority any rights, privileges and concessions

which the Company may think it desirable to obtain; and to carry out, exercise and comply

with any such arrangements, rights, privileges and concessions.

(33) To establish and support or aid in the establishment and support of associations,

institutions, funds, trusts and conveniences calculated to benefit employees or directors or

past employees or directors of the Company or of its predecessors in business, or the

dependants or connections of any such persons; and to grant pensions and allowances, and

to make payments towards insurance; and to subscribe or guarantee money for charitable,

patriotic or benevolent objects or for any exhibition or for any public, general or useful

object.

(34) To promote any other company or companies for the purpose of acquiring or taking over

all or any of the property, rights and liabilities of the Company or for any other purpose

which may seem directly or indirectly calculated to benefit the Company.

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(35) To purchase, take on lease or in exchange, hire and otherwise acquire any movable or

immovable property and any rights or privileges which the Company may think necessary

or convenient for the purposes of its business and in particular any land, building,

basement, machinery, plant and stock in trade.

(36) To purchase, subscribe for, underwrite, take or otherwise acquire and hold any shares,

stocks, bonds, options, debentures, debenture stock, obligations or securities in or of any

company, corporation, public body, supreme, municipal, local or otherwise or of any

Government or State, and to act as and perform all the functions of a holding company.

(37) To invest and deal with the money of the Company not immediately required in such

manner as may from time to time be thought fit.

(38) To lend and advance money or give credit to any person or company; to guarantee and

give guarantees or indemnities for the payment of money or the performance of contracts

or obligations by any person or company; to secure or undertake in any way the repayment

of monies lent or advanced to or the liabilities incurred by any person or company; and

otherwise to assist any person or company.

(39) To borrow or raise or secure the payment of money in such manner as the Company may

think fit and to secure the same or the repayment or performance of any debt, liability,

contract, guarantee or other engagement incurred or to be entered into by the Company or

by any other person in any way and in particular by the issue of debentures, perpetual or

otherwise, charged upon all or any of the Company’s property (both present and future),

including its uncalled capital; and to purchase, redeem or pay off any such securities.

(40) To remunerate any person or company for services rendered, or to be rendered, in placing

or assisting to place or guaranteeing the placing of any of the shares in the Company’s

capital or any debentures or other securities of the Company or in or about the

organization, formation or promotion of the Company or the conduct of its business.

(41) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of

exchange, bills of lading and other negotiable or transferable instruments.

(42) To sell or dispose of the undertaking of the Company or any part thereof for such

consideration as the Company may think fit, and in particular for shares, debentures or

securities of any other company having objects altogether or in part similar to those of the

Company.

(43) To adopt such means of making known and advertising the business and products of the

Company as may seem expedient.

(44) To apply for, secure acquire by grant, legislative enactment, assignment, transfer, purchase

or otherwise and to exercise carry out and enjoy any charter, licence, power, authority or

franchise, concession, right of privilege which any Government or authority or any

corporation or other public body may be empowered to grant; and to pay for, aid in and

contribute towards carrying the same into effect; and to appropriate any of the Company’s

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shares, debentures or other securities and assets to defray the necessary costs, charges and

expenses thereof.

(45) To apply for, promote and obtain any statute, order, regulation, or other authorization or

enactment which may seem calculated directly or indirectly to benefit the Company; and

to oppose any bills, proceedings or application which may seem calculated directly or

indirectly to prejudice the Company’s interests.

(46) To procure the Company to be registered or recognized in any country or place outside

Malaysia.

(47) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or

otherwise deal with all or any part of the property both movable and immovable and rights

of the Company.

(48) To issue and allot fully or partly paid shares in the capital of the Company in payment or

part payment for any movable or immovable property purchased or otherwise acquired by

the Company or any services rendered to the Company.

(49) To distribute any of the property of the Company among the members in kind or otherwise

but so that no distribution amounting to a reduction of capital shall be made without the

sanction required by law.

(50) To take or hold mortgages, liens and charges to secure payment of the purchase price, or

any unpaid balance of the purchase price, of any part of the Company’s property of

whatsoever kind sold by the Company, or any money due to the Company from purchasers

and others.

(51) To pay out of the funds of the Company all expenses which the Company may lawfully

pay with respect of the formation and registration of the Company or the issue of its capital,

including brokerage and commissions, for obtaining applications for or taking, placing or

underwriting or procuring the underwriting of shares, debentures or other securities of the

Company.

(52) To act as Managers, Secretaries, Transfer Secretaries, Accountants, Technical Advisors,

Investment and Business Consultants, Buyers, and generally as Representatives, Agents,

Consultants and Advisors in all spheres, fields and activities and as members of local or

Advisory Committees, or other companies, corporations, bodies or other institutions of

any kind whatsoever without limitation and to secure and maintain where deemed

necessary the appointment of the Company’s nominees in any of the aforesaid offices or

appointments in or of any such other companies, corporations, bodies or other institutions

of any kind whatsoever without limitation.

(53) To act as agents, or brokers and as trustees for any person or company and to undertake

and perform sub-contracts and to do all or any of the above things in any part of the world,

and either as principals or agents, and either alone or jointly with others, and either by or

through agents, sub-contractors, trustees or otherwise.

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(54) To vest any property, real or personal, movable or immovable and rights of interest

acquired by or belonging to the Company in any person or company on behalf of or for

the benefit of the Company, and with or without any declared trust in favour of the

Company.

(55) To transact any lawful business in aid of Malaysia in the prosecution of any war or

hostilities in which Malaysia is engaged.

(56) To carry out all or any of the objects of the Company and do all or any of the above things

in any part of the world and either as principal, agent, contractor, or trustee, or otherwise,

and by or through trustees or agents or otherwise, and either alone or in conjunction with

others.

(57) To do all such other things as are incidental or conducive to the attainment of the objects

and the exercise of the powers of the Company.

The objects set forth in any sub-clause of this clause shall not be restrictively construed but the

widest interpretation shall be given thereto, and they shall not, except when the context expressly

so requires, be in any way limited to or restricted by reference to or inference from any object or

objects set forth in such sub-clause or from the terms of any other sub-clauses or by the name of

the Company. None of such sub-clauses or the object or objects therein specified or the powers

thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in

any other sub-clause, but the Company shall have full power to exercise all or any of the powers

and to achieve or to endeavour to achieve all or any of the objects conferred by and provided in

any one or more of the said sub-clauses provided always that nothing in this Constitution

contained shall empower the Company to carry on the business of banking. The word

“Company” in this Clause shall be deemed to include any partnership or other body of persons,

whether incorporated or not incorporated and whether domiciled in Malaysia or elsewhere.

4. SHARES

4.1 The Company has the power to increase or reduce the share capital, and to

issue any part of its capital, original or increased, with or without any

preference, priority, or special privilege, or subject to any postponement of

rights, or to any conditions or restrictions; and so that, unless the conditions

of issue shall otherwise expressly declare, every issue of shares, whether

declared to be preference or otherwise, shall be subject to the power

hereinbefore contained.

Share Capital

4.2 The shares taken by the subscribers to the Constitution shall be issued by the

Directors. Subject as aforesaid, the shares shall be under the control of the

Directors, who may, subject to this Constitution, the Act and the FSA, allot

and issue the same to such persons on such terms and conditions and at such

times as the Directors think fit. Subject to amendments by way of Special

Resolution to this Constitution to set out the rights under such preference

shares, any preference shares may, with the sanction of an ordinary

resolution, be issued on the terms that they are, or at the option of the

Company are, liable to be redeemed.

Issue of shares

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4.3 Subject to any direction to the contrary that may be given by the meeting, all

new shares of whatever kind shall be offered to the members in proportion to

the number of the existing shares held by them.

Issue of new

shares

4.4 The Company may apply any of its shares or cash, either directly or

indirectly, in payment of a commission to any person for the purpose of his

subscribing or agreeing to subscribe or procuring or agreeing to procure any

shares in the Company, provided that the rate or the amount of the

commission paid or agreed to be paid and the number of shares which a

person has agreed to subscribe for shall be disclosed in the manner required

by the Act, that such payment of commission shall not exceed ten (10) per

centum of the price at which such shares are issued, or an amount equivalent

to such percentage, and that the requirements of Section 80 of the Act, shall

be observed. Subject to the provisions of Section 78 of the Act, such

commission may be satisfied by the payment of cash or the allotment of fully

paid shares or partly in one way and partly in the other.

Commission of

subscription of

shares

4.5 No person shall be recognised by the Company as holding any share upon

any trust, and the Company shall not be bound by or be required in any way

to recognise (even when having notice thereof) any equitable, contingent,

future or partial interest in any share or any other rights in respect of any share

other than an absolute right to the entirety thereof in the registered holder,

except only as by this Constitution otherwise provided for or as by the Act

required or pursuant to any order of Court.

No trust

recognised

4.6 Every member may upon application, without payment, receive within sixty

(60) days from receipt of such application, one (1) certificate under the Seal

for all the shares registered in his name, stating the name of the company, the

class of shares held by that person and the number of shares held by that

person and specifying the shares to which it relates and the amount paid up

thereon, provided that in the case of joint holders, the Company shall not be

bound upon application by such person to issue more than one (1) certificate,

and delivery of such certificate to one (1) of several joint holders shall be

sufficient delivery to all such holders.

Share Certificate

4.7 If a share certificate be worn out, defaced, lost or destroyed, the Company

shall issue a duplicate certificate or document to the owner on his application,

upon payment of such fee not exceeding one Ringgit Malaysia (RM1.00) and

on such terms (if any) as to evidence and indemnity and the payment of out-

of-pocket expenses of the Company of investigating evidence as the Directors

think fit and, in the case of defacement or wearing out, on delivery up of the

old certificate.

Duplicate

certificate and

fees

5 LIEN

5.1 The Company shall have a first and paramount lien upon all shares (whether

fully paid or not) registered in the name of any member either alone or jointly

with any other person, for his debts, liabilities and engagements whether

solely or jointly with any other person, to or with the Company, whether the

period for the payment, fulfilment or discharge, thereof shall have actually

arrived or not, and such lien shall extend to all dividends from time to time

Lien on shares

and dividends

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declared in respect of such shares, but the Directors may at any time declare

any share to be wholly or in part exempt from the provisions of this Clause.

5.2 The Directors may sell any shares subject to such lien at such time or times

and in such manner as they think fit, but no sale shall be made until such time

as the moneys in respect of which such lien exists or some part thereof are or

is presently payable or a liability or engagement in respect of which such lien

exists is liable to be presently fulfilled or discharged, and until a demand and

notice in writing stating the amount due or specifying the liability or

engagement and demanding payment or fulfilment or discharge thereof, of

such part of the amount in respect of which the privilege or lien exists as is

presently payable and giving notice of intention to sell in default, shall have

been served on such registered holder for the time being of the share, or the

person entitled to the share by reason of the death or bankruptcy of the

registered holder , and default in payment, fulfilment or discharge shall have

been made by him or them until the expiry of fourteen (14) days after such

notice.

Enforcement of

lien

5.3 To give effect to any such sale, the Directors may authorise some person to

transfer the shares sold to the purchaser and may enter the purchaser’s name

in the register as holder of the shares, and neither he nor the Directors shall

be bound to see to the application of the purchase money, nor shall the title

of the purchaser to the shares sold be affected by any irregularity or invalidity

in the proceedings relating to the sale.

Directors may

transfer and

enter

purchaser’s

name in share

register

5.4 The net proceeds of any such sale shall be received by the Company and

applied in or towards satisfaction of payment of such part of the amount in

respect of which the lien is presently payable, and the balance (if any) shall

be paid to the member or the person (if any) entitled by transmission to the

shares so sold at the date of the sale, subject to a similar lien for sums not

presently payable which exists over the shares before the sale.

Application of

proceeds of sale

5.5 No member shall be entitled to receive any dividend or to exercise any

privileges as a member until he shall have paid all calls for the time being

due and payable on every share held by him, whether alone or jointly with

any other person, together with interest and expenses (if any).

Entitlement to

receive dividend

6 CALLS ON SHARES

6.1 The Directors may, subject to the provisions of this Constitution, from time

to time, make such calls upon the members in respect of all moneys unpaid

on their shares and not by the conditions of allotment of shares made payable

at fixed date, provided that no call shall exceed one-fourth (1/4) of the issued

price of the share or be payable at less than thirty (30) days from the date

fixed for the payment of the last preceding call and each member shall,

subject to receiving at least fourteen (14) days’ notice specifying the date,

time and place of payment, be liable to pay the amount of every call so made

upon him to the persons by the instalments (if any).

Calls on shares

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6.2 A call shall be deemed to have been made at the time when the resolution of

the Directors authorising such call was passed and such resolution may

authorise the call to be paid by instalments.

Directors

authorised the

call

6.3 The joint holders of a share shall be jointly and severally liable to pay all calls

and instalments in respect thereof.

Joint holders of a

share

6.4 If before or on the day appointed for payment thereof a call or instalment

payable in respect of a share is not paid, the person from whom the same is

due shall pay interest or compensation on the amount of the call or instalment

at such rate not exceeding eight (8) per centum per annum as the Directors

may determine from the day appointed for payment thereof to the time of

actual payment, but the Directors may waive payment of such interest due

wholly or in part.

Interest on

unpaid calls

6.5 Any sum which, by the terms of issue of a share, becomes payable upon

allotment or at any fixed date, shall, for all purposes of this Constitution, be

deemed to be a call duly made and payable on the date on which by the terms

of issue the shares become payable, and in case of non-payment, all the

relevant provisions of the Act as to payment of interest and expenses,

forfeiture or otherwise shall apply as if such sum had become payable by

virtue of a call duly made and notified as hereby provided.

Sums payable on

allotment

deemed a call

6.6 The Directors may from time to time:- Differences in

calls and

payments, etc

(a) make arrangements on the issue of shares for varying the amounts and

times of payment of calls as between shareholders;

(b) accept from any shareholder the whole or a part of the amount

remaining unpaid on any shares although no part of that amount has

been called up; and

(c) subject to the prior written approval of BNM, pay dividends in

proportion to the amount paid up on each share where a larger amount

is paid up on some shares than on others.

6.7 The Directors may, if they think fit, receive from any member willing to

advance the same all or any part of the money uncalled and unpaid upon any

shares held by him, and upon all or any part of the money so advanced and

received by the Directors from the member becoming payable, the Company

may (until the same would, but for the advance, become payable) pay interest

or return at such rate not exceeding (unless the Company in general meeting

shall otherwise direct) eight (8) per centum per annum as may be agreed upon

between the Directors and the member paying the sum in advance.

Payment of calls

in advance

7 TRANSFER OF SHARES

7.1 Subject to this Constitution, the Act, the FSA and other written laws, shares

shall be transferrable but every transfer shall be in writing in the usual or

common form by a duly executed and stamped instrument of transfer and

such transfer shall be lodged with the Company with such other evidence (if

Form of transfer

Company No.

16688 K

13

any) as the Directors may reasonably require to show the right of the

transferor to make the transfer and the Company shall enter the name of the

transferee in the Register of Members in accordance with Section 105 of the

Act.

7.2 The instrument of transfer of any share shall be executed by or on behalf of

the transferor, and the transferor shall be deemed to remain the holder of the

share until the name of the transferee is entered in the Register of Members

in respect thereof.

Transfer to be

executed by or

on behalf of

transferor

7.3 The Directors may, in their discretion, refuse or delay the registration of the

transfer of shares to any person of whom they do not approve and they may

also refuse to register a transfer of any share on which the Company has a

lien. The Directors may therefore refuse to register such transfer by passing

a resolution to refuse or delay the registration of the transfer within thirty (30)

days from the receipt of the transfer, setting out in full in the resolution the

reasons for refusing or delaying the registration and giving notice of the

resolution to the transferor and to the transferee within seven (7) days of the

resolution being passed.

Directors may

refuse to register

transfer

7.4 The Company shall be entitled to charge a fee not exceeding one Ringgit

Malaysia (RM1.00) on the registration of every transfer.

Fee for

registration of

transfer

7.5 The registration of transfers may be suspended at such times and for such

periods as the Directors may from time to time determine, provided always

that such registration shall not be suspended for more than thirty (30) days in

any year.

Suspension of

registration of

transfer

8 TRANSMISSION OF SHARES

8.1 In the case of the death of a member, the survivors or survivor, where the

deceased was a joint holder, and the legal personal representatives of the

deceased, where he was a sole or only surviving holder shall be the only

person recognised by the Company as having any title to his interest in the

shares; but nothing herein contained shall release the estate of a deceased

joint holder from any liability in respect of any shares jointly held by him.

On death of a

member,

survivor or legal

personal

representative

recognised

8.2 The registration of transmission of shares under the Act, shall entitle the

registered holder to receive, and may give a discharge for, any dividends or

other moneys payable in respect of the shares, to receive notice of and to

attend or vote at meetings of the Company and, to exercise any of the rights

or privileges as a member.

Rights of person

to whom shares

are transmitted

9 FORFEITURE OF SHARES

9.1 If any member fails to pay the whole or any part of any call or instalment of

a call on or before the day appointed for the payment thereof, the Directors

may at any time thereafter during such time as the call or instalment or any

part thereof remains unpaid, serve a notice on him or on the persons entitled

to the share by transmission requiring him to pay such call or instalment or

Notice to be

given of

intended

forfeiture

Company No.

16688 K

14

such part thereof as remains unpaid, together with interest or compensation

at such rate not exceeding eight (8) per centum per annum as the Directors

shall determine from the day appointed for the payment of the sum to the time

of actual payment, and any expenses that may have accrued by reason of such

non-payment.

9.2 The notice shall specify a further day (not earlier than the expiration of

fourteen (14) days from the date of the service of the notice) on or before

which such call or instalment, or such part as aforesaid, and all interest and

expenses that have accrued by reason of such non-payment, are to be paid. It

shall also name the place where payment is to be made, and shall state that,

in the event of non-payment at or before the time and at the place appointed,

the shares in respect of which such call was made will be liable to be forfeited.

Particulars to be

set out in notice

9.3 If the requirements of any such notice as aforesaid are not complied with, any

share in respect of which such notice has been given shall at any time

thereafter, before the payment required by the notice has been made, be

forfeited by a resolution of the Directors to that effect. A forfeiture of shares

shall include all dividends declared in respect of the shares not actually paid

before the forfeiture notwithstanding that they shall have been declared.

Shares to be

forfeited by

resolution of

Directors on

non-compliance

9.4 When any share has been forfeited in accordance with this Constitution,

notice of the forfeiture shall forthwith be given to the holder of the share or

to the person entitled to the share by transmission, as the case may be, and an

entry of such notice having been given, and of the forfeiture with the date

thereof, shall forthwith be made in the Register of Members opposite to the

share; but the provisions of this Clause are directory only, and no forfeiture

shall be in any manner invalidated by any omission or neglect to give such

notice or to make such entry as aforesaid.

Notice of

forfeiture

9.5 Notwithstanding any such forfeiture as aforesaid, the Directors may, at any

time before the forfeited share has been sold or otherwise disposed of, cancel

the forfeiture upon the terms of payment of all calls and interest due thereon

and all expenses incurred in respect of the shares and upon such further terms

(if any) as they shall see fit.

Cancellation of

forfeiture

9.6 Every share which shall be forfeited may be sold, re-allotted or otherwise

disposed of, either to the person who was before forfeiture the holder thereof

or entitled thereto, or to any other person upon such terms and in such manner

as the Directors shall think fit, and the Directors may, if necessary, authorise

some person to transfer the same to such other person as aforesaid.

Sale of forfeited

shares

9.7 A shareholder whose shares have been forfeited shall, notwithstanding, be

liable to pay to the Company all calls made and not paid on such shares at the

date of forfeiture, and interest or compensation at the rate of eight (8) per

centum per annum from the date of forfeiture on the money for the time being

unpaid if the Directors think fit to enforce payment of the interest or

compensation, in the same manner in all respects as if the shares had not been

forfeited, and to satisfy all (if any) the claims and demands which the

Company might have enforced in respect of the shares at the time of

forfeiture, without any deduction or allowance for the value of the shares to

Calls

recoverable after

forfeiture

Company No.

16688 K

15

the time of forfeiture and the liability shall cease if and when the Company

receives payment in full of all such money in respect of the shares.

9.8 The forfeiture of a share shall involve the extinction at the time of forfeiture

of all interest in and all claims and demands against the Company in respect

of the share, and all other rights and liabilities incidental to the share as

between the shareholder whose share is forfeited and the Company, except

only such of those rights and liabilities as are by this Constitution expressly

saved, or as are by the Act given or imposed in the case of past members.

Extinction of

interest in and

claims against

Company

9.9 A statutory declaration in writing that the declarant is a Director or Secretary

of the Company, and that a share has been duly forfeited in pursuance of this

Constitution, and stating the date upon which it was forfeited, shall, as against

all persons claiming to be entitled to the share adversely to the forfeiture

thereof, be conclusive evidence of the facts therein stated, and such

declaration, together with the receipt of the Company for the consideration

(if any) given for the forfeited share on the sale or disposition thereof, and a

certificate of proprietorship of the share under the Seal delivered to the person

to whom the same is sold or disposed of, upon its, his or her application, shall

constitute a good title to the share, and such person shall be registered as the

holder of the share and shall be discharged from all calls made prior to such

sale or disposition, and shall not be bound to see to the application of the

purchase money (if any), nor shall his title to the share be affected by any act,

omission, invalidity or irregularity relating to or connected with the

proceedings in reference to the forfeiture, sale, re-allotment or disposal of the

share.

Statutory

Declaration in

writing to be

conclusive

evidence of facts

of forfeiture and

consequences

10 CONVERSION OF SHARES INTO STOCK

(1) The Company may by ordinary resolution passed at a general meeting

convert any paid-up shares into stock and reconvert any stock into paid

up shares of any number.

Shares may be

converted into

stock

(2) The holders of stock may transfer the same or any part thereof in the

same manner and subject to this Constitution and subject to which the

shares from which the stock arose may, before the conversion, have

been transferred or as near thereto as circumstances admit, but the

Directors may from time to time fix the minimum amount of stock

transferable and restrict or forbid the transfer of fractions of that

minimum.

Stock holder

may transfer

their interests

(3) The holders of stock shall, according to the amount of the stock held

by them, have the same rights, privileges and advantages as regards to

dividends, voting at meetings of the Company and other matters as if

they held the shares from which the stock arose, but no such privilege

or advantage except participation in the dividends and profits of the

Company and in the assets on winding up shall be conferred by any

such part of stock which would not, if existing shares have conferred

that privilege or advantage.

Stock holders

entitled to same

dividends and

privileges as

holders of shares

Company No.

16688 K

16

(4) Such of the Constitution of the Company as are applicable to paid-up

shares shall apply to stock, and the words “share” and “shareholder”

therein shall include “stock” and “stock holder” respectively.

Share and

shareholder

include stock

and stockholder

11 INCREASE AND ALTERATION OF CAPITAL

11.1 The Company may from time to time by Ordinary Resolution increase the

share capital by such sum, as the resolution shall prescribe.

Increase of

capital

11.2 The Company may alter the share capital in any one of the following ways

by passing an ordinary resolution to –

Alteration of

share capital

(a) consolidate and divide all or any of its share capital, the proportion

between the amount paid and the amount, if any, unpaid on each

subdivided share shall be the same as it was in the case of the share

from which the subdivided share is derived; or

Consolidation

and division of

shares

(b) sub-divide its existing shares, or any of them, whatever is in the

subdivision, the proportion between the amount paid and the amount,

if any, unpaid on each subdivided share shall be the same as it was in

the case of the share from which the subdivided share is derived; or

Subdivision of

shares

(c) convert all or any of its paid-up shares into stock and may reconvert

that stock into paid-up shares.

Conversion of

shares into stock

and reconvert

stock into shares

11.3 (1) The Company may by Special Resolution reduce its share capital in

any manner authorised and subject to any conditions prescribed by the

Act.

Reduction of

share capital

12 MODIFICATION OF CLASS RIGHTS

Subject to the provisions of Section 91, 92, 93, 94, 95 and 96 of the Act, all

or any of the rights, privileges or conditions for the time being attached or

belonging to any class of shares for the time being forming part of the share

capital of the Company may from time to time be modified, affected, varied,

extended or surrendered in any manner with the consent in writing of the

holders of not less than three-fourths (3/4) of the total voting rights of the

holders of that class or with the sanction of a Special Resolution passed at a

separate meeting of the members of that class. To any such separate meeting

all the provisions of this Constitution as to general meeting of the Company

shall mutatis mutandis apply, but so that the necessary quorum shall be

members of that class holding or representing by proxy one-third (1/3) of the

share capital paid or credited as paid on the issued shares of the class and

every holder of shares of the class in question shall be entitled on a poll to

one (1) vote for every such share held by him.

Modification of

class rights

Company No.

16688 K

17

13 GENERAL MEETINGS

13.1 An annual general meeting of the Company shall be held in accordance with

the provisions of the Act. All general meetings other than the annual general

meetings shall be called extraordinary general meetings.

Annual General

Meeting

13.2 Notice in writing shall be given to all members at least fourteen (14) days

before the meeting or at least twenty-one (21) days before the annual general

meeting or where any Special Resolution is to be proposed, and such notice

shall specify the place, the date and the time of the meeting, and the general

nature of such business and such notice may include text of any proposed

resolution and other information as the Directors deem fit, and such notice in

writing shall be given in the manner hereinafter mentioned to such persons

as are under the provisions of this Constitution entitled to receive notices of

general meetings from the Company. A meeting shall, notwithstanding that

it is called by a notice shorter than is required by this Clause, be deemed to

be duly called if it is so agreed in the case of an annual general meeting, by

all the members entitled to attend and vote thereat or in the case of any other

meeting, by a majority in number of members entitled to attend and vote

thereat, being a majority who together hold not less than ninety-five (95) per

centum in the number of shares giving a right to attend and vote at the

meeting, excluding any shares in the Company held as treasury shares. The

accidental omission to give such notice to, or the non-receipt of such notice

by, any member shall not invalidate the proceedings of any resolution passed

at any such meeting.

Notices of

meeting

13.3 A resolution of the members or of a class of members shall be passed at a

meeting of the members.

Members’

resolution

14 PROCEEDINGS AT GENERAL MEETINGS

14.1 No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business. Save

as herein otherwise provided, two (2) members present in person shall be a

quorum. For the purposes of constituting a quorum, one (1) or more

representatives appointed by a corporation shall be counted as one (1)

member, or one (1) or more proxies appointed by a person shall be counted

as one (1) member. Notwithstanding anything to the contrary, in the case of

the Company having only one (1) member, one member personally present

at the meeting shall constitute a quorum. For the purposes of this Clause,

‘member’ includes a person attending as a proxy or is representing a

corporation which is a member.

Quorum at

general meeting

14.2 Subject to the prevailing laws and any rules and/or any regulations issued

thereunder, the Company may convene a meeting of members at more than

one (1) venue at which any technology or method may be used to facilitate

the members of the Company in participating and exercising their rights to

speak and vote at the meeting, and the Company may use any available

technology to provide notice for such meeting. The main venue of the

meeting shall be in Malaysia and the Chairman shall be present at the main

Use of

technology to

facilitate

meeting

Company No.

16688 K

18

venue of the meeting. A minute of the proceedings of such meeting is

sufficient evidence of the proceedings to which it relates.

14.3 If within half an hour (1/2) from the time appointed for the meeting, a quorum

is not present, the meeting, if convened upon the requisition of members,

shall be dissolved; or in any other case, it shall stand adjourned to the same

day in the next week at the same time and place, or to such other day and at

such other time and place as the Directors may determine.

Proceedings if

quorum not

present

14.4 The Chairman (if any) and in his absence the Deputy Chairman (if any, or, in

the event that two (2) or more Deputy Chairman have been appointed, the

senior in appointment among them), shall preside as chairman at every

general meeting, but if there be no such Chairman or Deputy Chairman, or if

at any meeting such officer is not present within fifteen (15) minutes after the

time appointed for holding the same, the members present shall choose some

Director, or if no Director be present, or if all the Directors present decline to

take the chair, one of themselves to be chairman of the meeting.

Chairman of

general meeting

14.5 The Chairman may, with the consent of any meeting at which a quorum is

present (and shall if so directed by the meeting), adjourn the meeting from

time to time and from place to place, but no business shall be transacted at

any adjourned meeting other than the business left unfinished at the meeting

from which the adjournment took place. When a meeting is adjourned for

thirty (30) days or more, notice of the adjourned meeting shall be given in the

same manner as in the case of an original meeting. Save as aforesaid it shall

not be necessary to give any notice of an adjournment or of the business to

be transacted at an adjourned meeting.

Chairman may

adjourn meeting

and notice of

adjournment to

be given

14.6 At any general meeting, a resolution put to the vote of the meeting shall be

decided on a show of hands unless a poll is (before or on the declaration of

the result of the show of hands) demanded:-

Resolutions to

be determined

on a show of

hands

(a) by the Chairman;

(b) by at least three (3) members present in person or by proxy;

(c) by any member or members present in person or by proxy and

representing not less than one-tenth (1/10) of the total voting rights of

all the members having the right to vote at the meeting, or

(d) by a member or members holding shares in the Company conferring a

right to vote at the meeting being shares on which an aggregate sum

has been paid up equal to not less than one-tenth (1/10) of the total sum

paid up on all the shares conferring that right.

Unless a poll is so demanded, a declaration by the Chairman that a resolution

has on a show of hands been passed unanimously, or by a particular majority,

or is lost, and an entry to that effect in the book containing the minutes of the

proceedings of the Company shall be conclusive evidence of the fact without

proof of the number or proportion of the votes recorded in favour of or against

the resolution. The demand for a poll may be withdrawn anytime by the

Company No.

16688 K

19

member or members demanding such poll, before the resolution is put to the

vote of the meeting by way of a poll.

14.7 If a poll is duly demanded, it shall be taken either forthwith or after an interval

or adjournment or otherwise as the Chairman directs, and the result of the

poll shall be the resolution of the meeting at which the poll was demanded,

but a poll demanded on the election of a Chairman or on a question of

adjournment shall be taken forthwith.

Poll

14.8 In the case of an equality of votes, whether on a show of hands or on a poll,

the Chairman of the meeting at which the show of hands takes place or at

which the poll is demanded shall be entitled to a second or casting vote.

Chairman has

casting vote

15 VOTE OF MEMBERS

15.1 Subject to any rights or restrictions for the time being attached to any class

or classes of shares, at meetings of members or classes of members, each

member entitled to vote may vote on a resolution in person or by proxy and

on a show of hands, every person present who is a member or a representative

of a member shall have one (1) vote, and in the case of a vote on a resolution

to be decided on a poll, every member present in person or by proxy or other

duly authorised corporate representative shall have one (1) vote for each

share he holds.

Voting rights on

a show of hands

and poll; and

voting right of

proxy

15.2 In the case of joint holders of shares of the Company, the joint holders shall

be considered as one (1) shareholder. If the joint holders purport to exercise

the power in the same way, the power is treated as exercised in that way or if

the joint holders do not purport to exercise the power in the same way, the

power is treated as not exercised.

Vote by joint

holders

15.3 A member who is of unsound mind or whose person or estate is liable to be

dealt with in any way under the law relating to mental disorder may vote,

whether on a show of hands or on a poll, by his committee or by such other

person as properly has the management of his estate, and any such committee

or other person may vote by proxy.

Votes of

members of

unsound mind

15.4 No member shall be entitled to vote at any general meeting unless all calls or

other sums presently payable by him in respect of shares in the Company

have been paid.

Members

indebted to

Company in

respect of shares

not entitled to

vote

15.5 No objections shall be raised to the qualification of any voter except at the

meeting or adjourned meeting at which the vote objected to is given or

tendered, and every vote not disallowed at such meeting shall be valid for all

purposes. Any such objections made in due time shall be referred to the

Chairman of the meeting, whose decision shall be final and conclusive.

Qualification of

voter

15.6 The instrument appointing a proxy shall be in writing (in the common or

usual form) under the hand of the appointor or of his attorney duly authorised

Instrument

appointing

Company No.

16688 K

20

in writing or, if the appointor is a corporation, either under Seal or under the

hand of an officer or attorney duly authorised. A proxy may but need not be

a member of the Company. The instrument appointing a proxy shall be

deemed to confer authority to demand or join in demanding a poll.

proxy to be in

writing

15.7 Where it is desired to afford members an opportunity of voting for or against

a resolution the instrument appointing a proxy shall be in the following form

or a form as near thereto as circumstances admit:-

I/We

being a member / members of the abovenamed company, hereby

appoint

of or failing him, of

as my / our proxy to vote for me / us on my / our

behalf at the (annual or extraordinary, as the case may be) general

meeting of the company, to be held on the day of

, 20 , and at any adjournment thereof.

Signed this day of , 20 .

This form is to be used *in favour of the resolution.

against

* Strike out whichever is not desired. (Unless otherwise instructed, the

proxy may vote as he thinks fit).

Form of proxy

15.8 The instrument appointing a proxy and the power of attorney or other

authority, if any, under which it is signed or a notarially certified copy of that

power or authority shall be deposited at the Office of the Company, or at such

other place within Malaysia as is specified for that purpose in the notice

convening the meeting, not less than forty-eight (48) hours before the time

for holding the meeting or adjourned meeting at which the person named in

the instrument proposes to vote, or, in the case of a poll, not less than twenty-

four (24) hours before the time appointed for the taking of the poll, and in

default the instrument of proxy shall not be treated as valid.

Depositing form

of proxy at the

Office

15.9 A vote given in accordance with the terms of an instrument of proxy or

attorney shall be valid notwithstanding the previous death or unsoundness of

mind of the principal or revocation of the instrument or of the authority under

which the instrument was executed, or the transfer of the share in respect of

which the instrument is given, if no intimation in writing of such death,

unsoundness of mind, revocation, or transfer as aforesaid has been received

by the Company at the Office before the commencement of the meeting or

adjourned meeting at which the instrument is used.

Validity of an

instrument or

proxy

16 DIRECTORS

16.1 Until otherwise determined by a general meeting, the number of Directors

shall not be less than two (2) nor more than eleven (11). The first Directors

were be Ranjit Singh and Ramanathan s/o Thamotharampillai.

First Directors

Company No.

16688 K

21

16.2 Subject to the prior written approval of BNM, a person may be appointed as

a Director provided that he is not disqualified under the Act, the FSA and

other requirements as imposed by regulators from time to time.

BNM’s approval

is required for

appointment of

directors

16.3 At the first annual general meeting of the Company, all the Directors shall

retire from office at the conclusion of the annual general meeting, and in

every subsequent year, one-third (1/3) of the Directors for the time being, or,

if their number is not three (3) or a multiple of three (3), then the number

nearest to one-third (1/3), shall retire from office at the conclusion of the

meeting. Provided that those Directors who have entered into contracts of

service with the Company shall not be affected, if such contract of service

shall continue to be in force as at the date of the annual general meeting.

Retirement of

Directors by

rotation

16.4 Subject to the provisions of the Act and the FSA, a retiring Director shall be

eligible for re-election if he is not disqualified from the Act and the FSA.

Retiring

Director eligible

for re-election

16.5 The Directors to retire in every year shall be those who have been longest in

office since their last election, but as between persons who became Directors

on the same day, those who retire shall (unless they otherwise agree among

themselves) be determined by lot.

Selection of

Directors to

retire

16.6 The Company at the annual general meeting at which a Director so retires

may fill the vacated office by electing a person thereto, and if no appointment

was made to fill the vacancy, the retiring Director shall, if offering himself

for re-election and not being disqualified under the Act and the FSA from

holding office as a Director be deemed to have been re-elected, unless at that

meeting it is expressly resolved not to fill the vacated office or a resolution

for the re-election of that Director is put to the meeting and lost.

Retiring

Directors

deemed to be

have been re-

elected

16.7 The Company may from time to time by ordinary resolution passed at a

general meeting increase or reduce the number of Directors, and may also

determine in what rotation the increased or reduced number is to go out of

office. Until and unless otherwise determined as aforesaid, the number of

Directors shall not be less than two (2) and not more than eleven (11).

Number of

Directors to be

increased or

reduced

16.8 Subject to the Act and the FSA, the Directors shall have the power at any

time, and from time to time, with the prior written approval of BNM, to

appoint any person to be a Director, either to fill a casual vacancy or as an

addition to the existing Directors, provided that the total number of Directors

shall not at any time exceed the number fixed in accordance with this

Constitution. Any Director so appointed shall hold office only until the next

annual general meeting and shall then be eligible for re-election but shall not

be taken into account in determining the Directors who are to retire by

rotation at that meeting.

Directors’ power

to fill casual

vacancies and to

appoint

additional

Directors

16.9 Without prejudice to the provisions of Section 206 of the Act and Clause

16.14 below and subject to Section 54(2) of the FSA and the relevant

guideline(s) issued by BNM, the Company may by ordinary resolution of

which special notice has been given remove any Director before the

Removal of

Directors

Company No.

16688 K

22

expiration of his period of office, and may by an ordinary resolution appoint

another person in place of the Director at the same meeting; and any such

person so appointed shall be subject to retirement by rotation at the same time

as if he had become a Director on the day on which the Director in whose

place he is appointed was last elected a Director. Where such Director was

appointed to represent the interest of any particular class of shareholders or

debenture holders, the removal of such Director shall not take effect unless

the Director’s successor has been appointed.

16.10 In addition to the provisions herein whereby a Director may be dismissed or

may be deemed to have vacated his office, and without prejudice to those

provisions, a Director may be dismissed from his office in accordance with

Section 61 of the FSA by a written resolution of the Directors representing

not less than 75% of all the other Directors then in office.

Dismissal of

Directors by

resolution

16.11 In addition to the provisions herein whereby a Director may be dismissed or

may be deemed to have vacated his office, and without prejudice to those

provisions, a Director may be dismissed from office for failure to comply

with Section 60 of the FSA or similar provision in any other applicable Act

as approved by BNM.

Dismissal of

Directors for

failure to

comply with

FSA or other Act

16.12 The fees of the Directors, and any benefits payable to the Directors including

any compensation for loss of employment of a Director or former Director,

shall from time to time be approved by the Company in general meeting. Such

fees shall be deemed to accrue from day to day. The Directors may also be

paid all travelling, hotel, and other expenses properly incurred by them in

attending and returning from meetings of the Directors or any committee of

the Directors or general meetings of the Company or in connection with the

business of the Company. Such benefits shall also be determined by the

Company from time to time in general meeting.

Directors’ fees

16.13 There shall be no shareholding qualification for the Directors. Shareholding

qualification for

Directors

16.14 The office of a Director shall become vacant if the Director:- Vacation of

office of

Directors

(a) dies;

(b) ceases to be a Director by virtue of the Act and FSA;

(c) is or becomes an undischarged bankrupt;

(d) becomes convicted of an offence relating to the promotion, formation

or management of a corporation;

(e) has been convicted of an offence involving bribery, fraud or

dishonesty;

Company No.

16688 K

23

(f) has become convicted of an offence under Sections 213, 217, 218, 228

and 539 of the Act;

(g) becomes disqualified from being a Director under Section 198 or 199

of the Act or under the FSA;

(h) becomes prohibited from being a Director by reason of any order made

under the Act;

(i) becomes of unsound mind or a person whose person or estate is liable

to be dealt with in any way under the law relating to mental disorder;

(j) resigns his office by notice in writing to the Company deposited at the

Office;

(k) retires in accordance with the Act or by virtue of this Constitution but

is not re-elected;

(l) is absent from more than seventy-five (75%) per centum of the total

Board of Directors’ Meeting held during the financial year;

(m) without the consent of the Company in general meeting holds any other

office of profit under the Company except that of managing directors

or manager; or

(n) is directly or indirectly interested in any contract or proposed contract

with the Company and fails to declare the nature of his interest in the

manner required by the Act.

The circumstances referred to in paragraphs 1(c), (d), (e) and (f) above shall

be applicable to circumstances in or outside Malaysia.

16.15 All resignations and removal of Independent Directors from the Board can

only take effect after the Board has obtained the written approval of BNM.

Resignation and

removal of

Independent

Directors

16.16 Every Director shall comply with the provisions of Sections 219 and 221 of

the Act and FSA in connection with the disclosure of his shareholding and

interest in any contract or proposed contract with the Company and in

connection with the disclosure of the fact and the nature, character and extent

of any office or possession of any property whereby whether directly or

indirectly duties or interests might be created in conflict with his duty or

interest as a Director of the Company.

Disclosure of

interests in

contracts,

property,

officers, etc.

16.17 Subject always to compliance with Section 221 of the Act and Section 58 of

the FSA, and all other relevant provisions of the Act and of this Constitution,

a Director who is in any way, whether directly or indirectly, interested in a

contract entered into or proposed to be entered into by the Company, unless

the interest is one that needs not be disclosed under Section 221, shall be

Interested

Director not to

participate or

vote

Company No.

16688 K

24

counted only to make the quorum at a meeting but shall not participate in any

discussion and be present at the Board meeting while the contract or proposed

contract is being considered during the meeting and shall not vote on the

contract or proposed contract. Provided that this Clause shall not apply to:-

(a) any contract or proposed contract of indemnity against any loss

which any Director may suffer by reason of becoming or being a

surety for the Company;

(b) any contract, or proposed contract entered into or to be entered into

by the Company with any other company in which he is interested

only as:-

(i) a Director and shareholder not more than the number or

value as is required to qualify him for the appointment as a

Director; or

(ii) having an interest in not more than five per centum (5%)

of the paid-up capital in that company.

17 POWERS AND DUTIES OF DIRECTORS

17.1 The business of the Company shall be managed by the Directors who may

pay all expenses incurred in promoting and registering the Company, and

may exercise all such powers of the Company as are not, by the Act or by

this Constitution, required to be exercised by the Company in general

meeting, subject, nevertheless, to any of these Clauses, to the provisions of

the Act, and to such directives, being not inconsistent with the aforesaid

Clauses or provisions, as may be prescribed by the Company in general

meeting; and no directives made by the Company in general meeting shall

invalidate any prior act of the Directors which would have been valid if that

directive had not been made.

Business of

Company to be

managed by

Directors

17.2 The Directors may exercise all the powers of the Company to borrow money

and to mortgage or charge its undertaking, property, and uncalled capital, or

any part thereof, and to issue debentures and other securities whether outright

or as security for any debt, liability, or obligation of the Company or of any

third party or do otherwise as they may think fit.

Power of

directors to

borrow,

mortgage, issue

debentures etc.

17.3 All cheques, promissory notes, drafts, bills of exchange, and other negotiable

instruments, and all receipts for money paid to the Company, shall be signed,

drawn, accepted, endorsed, or otherwise executed, as the case may be in such

manner as required by the Act.

Signing of

cheques, etc.

17.4 The Directors shall cause minutes to be duly entered in books provided for

the purpose:-

Minutes

(a)

of all appointments of officers to be engaged in the management of

the Company's affairs;

Company No.

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25

(b) of names of Directors present at all meetings of the Company and of

the Directors; and

(c) of all proceedings at all meetings of the Company and of the

Directors.

Such minutes shall be signed by the chairman of the meetings at which the

proceedings were held or by the chairman of the next succeeding meeting.

17.5 The Directors may at any time, and from time to time, by Power of Attorney

under the Company’s Seal or such other manner authorised by the Act,

appoint any person or persons to be the Attorney or Attorneys of the

Company for such purposes and with such powers, authorities and discretions

(not exceeding those vested in or exercisable by the Directors under this

Constitution), and for such period and subject to such conditions as the

Directors may from time to time think fit; and any such appointment may (if

the Directors think fit) be made in favour of any company, or of the members,

directors, nominees, or managers of any company or firm, or in favour of any

fluctuating body of persons, whether nominated directly or indirectly by the

Directors; any such Power of Attorney may contain such powers and

provisions for the protection or convenience of persons dealing with such

Attorney or Attorneys as the Directors may think fit. Any such delegates or

attorneys as aforesaid may be authorised by the Directors to sub-delegate all

or any of the power, authorities and discretions for the time being vested in

them.

Powers of

Attorney

18 PROCEEDINGS OF DIRECTORS

18.1 The Directors may meet together for the despatch of business, adjourn and

otherwise regulate their meetings as they think fit. A Director may at any time

and the Secretary shall on the requisition of a Director summon a meeting of

Directors. It shall not be necessary to give notice of a meeting of directors to

any director for the time being absent from West Malaysia.

Calling of Board

meetings

18.2 A Director shall be deemed to be present at a meeting of Directors if he

participates by telephone, video conferencing or other electronic means and

all Directors participating in the meeting are able to hear each other and

recognize each other’s voice, and for this purpose, participation constitutes

prima facie proof of recognition. For the purpose of recording attendance, the

Chairman or Secretary shall mark on the attendance sheet that the Director

was present and participating by telephone, video-conferencing or other

electronic means.

Participation in

Directors’

meeting by way

of technology

18.3 Subject to this Constitution, questions arising at any meeting of Directors

shall be decided by a majority of votes and a determination by a majority of

Directors shall for all purposes be deemed a determination of the Directors.

In case of an equality of votes the chairman of the meeting shall have a second

or casting vote.

Votes by a

majority of

Directors

Company No.

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18.4 Save and except as otherwise permitted under Section 222 of the Act, a

Director shall not vote in respect of any contract or proposed contract with

the Company in which he is, whether directly or indirectly interested, or any

matter arising thereout, and if he does so vote, his vote shall not be counted.

Directors’

interest in

contracts

18.5 The quorum necessary for the transaction of the business of the Directors

shall be at least half (1/2) of the Board members to be present.

Quorum

18.6 The continuing Directors may act notwithstanding any vacancy in their body,

but if and so long as their number is reduced below the minimum number,

subject to the prior written approval of BNM, fixed by or pursuant to this

Constitution as the necessary quorum of Directors, the continuing Directors

or Director may act for the purpose of increasing the number of Directors to

that minimum number or of summoning a general meeting of the Company,

but for no other purpose.

Power to act

despite vacancy

18.7 The Directors may, elect a Chairman and may elect one or more Deputy

Chairman and the Directors may determine the period for which such officers

shall respectively hold office. The Chairman (if any) or, in the absence of the

Chairman, the Deputy Chairman (if any), or, in the event that there are more

than one (1) Deputy Chairman, the senior in appointment among them, shall

preside at all meetings of the Directors. If such officers have not been

appointed, or if no such officer is present within ten (10) minutes after the

time appointed for holding the meeting, the Directors present may choose one

of their number to be chairman of such meeting.

Election of

Chairman and

Deputy of the

Company and

Board of

Directors of the

Company

18.8 The Directors may delegate any of their powers to committees consisting of

such member or members of their body as they think fit and any committee

so formed shall in the exercise of the powers so delegated conform to any

terms and conditions that may from time to time be imposed on it by the

Directors.

Directors’ may

delegate any of

their powers to

committees

18.9 A committee may elect a chairman of its meetings; if no such chairman is

elected, or if at any meeting the chairman is not present within ten (10)

minutes after the time appointed for holding the meeting, or is unwilling to

act the members present may choose one of their number to be chairman of

the meeting.

Election of

chairman of

committee

18.10 A committee may meet and adjourn as it thinks proper. Questions arising at

any meeting shall be determined by a majority of votes of the members of the

committee present, and in the case of an equality of votes the chairman shall

have a second or casting vote.

Majority votes

of the members

of the committee

18.11 All acts done by any meeting of the Directors or of a committee of Directors

or by any person acting as a Director shall, notwithstanding that it is

afterwards discovered that there was some defect in the appointment of any

such Director or person acting as aforesaid, or that they or any of them were

disqualified, be as valid as if every such person had been duly appointed and

was qualified to be a Director.

Validity of acts

of Directors or

committee

Company No.

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18.12 A resolution in writing, signed or assented to by all the Directors for the time

being entitled to receive notice of a meeting of the Directors, shall be as valid

and effectual as if it had been passed at a meeting of the Directors duly

convened and held. Any such resolution may consist of several documents,

including facsimile or other similar means of communication, in similar form

and each document shall be signed or assented to by one or more Directors.

Directors’

circular

resolution

19 MANAGING DIRECTORS

19.1 Subject to the FSA and the prior written approval of BNM, the Directors may,

from time to time, appoint one or more of their body to the office of managing

director for such period and on such terms as they think fit and subject to the

terms of any agreement entered into in any particular case, may revoke any

such appointment. A Director so appointed to the office of managing director

shall not, while holding that office, be subject to retirement by rotation or be

taken into account in determining the rotation of the retirement of Directors

but his appointment shall be automatically determined if he ceases from any

cause to be a Director. The Directors may entrust to and confer upon a

managing director any of the powers exercisable by them upon such terms

and conditions and with such restrictions as they may think fit, and either

collaterally with or to the exclusion of their own powers, and may from time

to time revoke, withdraw, alter, or vary all or any of those powers.

Appointment of

managing

director

19.2 A managing director shall, subject to the terms of any agreement entered into

in any particular case, receive such remuneration (whether by way of salary,

commission, or participation in profits, or partly in one way and partly in

another) as the Directors may determine.

Remuneration of

managing

director

20 SECRETARY

The Secretary shall in accordance with Section 235 of the Act be appointed

by the Directors for such term, at such remuneration, and upon such

conditions as they may think fit, and any Secretary so appointed may be

removed by them and the persons so appointed must not be disqualified to

act under Section 238 of the Act and Section 59 of the FSA. The Directors

may also appoint a joint secretary, deputy secretary or an assistant secretary.

Appointment of

Secretary

21 SEAL

21.1 The Directors shall provide for the safe custody of the Seal, which shall only

be used by the authority of the Directors or of a committee of the Directors

authorised by the Directors in that behalf, and every instrument to which the

Seal is affixed shall be signed by a Director and shall be countersigned by the

Secretary or by a second Director or by some other person appointed by the

Directors for the purpose.

Seal

21.2 The Directors may exercise all the powers of the Company in relation to any

official seal for use outside Malaysia which shall be the exact copy of the

Seal, with the addition on its face of the place where it is to be used and in

relation to branch registers.

Official seal for

use abroad

Company No.

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22 ACCOUNTS

The Directors shall cause proper accounting and other records to be kept and

shall distribute copies of balance-sheets and other documents as required by

the Act and shall from time to time determine whether and to what extent and

at what times and places and under what conditions or regulations the

accounting and other records of the Company or any of them shall be open to

the inspection of members not being Directors and no member (not being a

Director) shall have any right of inspecting any account or book or paper of

the Company except as conferred by statute or authorised by the Directors or

by the Company in general meeting. Subject always to Section 245(4) and

(5) of the Act, the books containing the accounting and other records of the

Company shall be kept at the Office of the Company or at such other place

as the Directors think fit and shall at all times be open to inspection by the

Directors.

Proper Accounts

to be kept

23 DIVIDENDS AND REPORTS

23.1 Subject to the Act and Section 51(1) of the FSA and subject to the

authorisation by the Directors under Section 132 of the Act, no dividend shall

be payable except out of the profits of the Company available, and unless the

Company is solvent. For this purpose, the Company is regarded as solvent if

the Company is able to pay its debts as and when the debts become due within

twelve (12) months immediately after the dividend is paid. No dividend shall

be paid in excess of the amount authorised by the Directors nor shall bear

interest against the Company.

Restriction on

payment of

dividends

23.2 The Directors on behalf of the Company shall apply in writing for the

approval of BNM in respect of the amount proposed to be authorised in

compliance with Section 51(1) of the FSA.

Prior written

consent from

BNM is required

23.3 Subject to Clause 23.1 above, the Directors may, if they think fit, from time

to time pay to the members such interim dividends as appear to the Directors

to be justified by the profits of the Company.

Interim

dividends

23.4 No dividend shall be paid otherwise than out of profits or shall bear interest

against the Company.

Payment of

dividends

23.5 Subject to the FSA and Sections 131 and 132 of the Act, the Directors may,

before authorising the payment of dividends, set aside out of the profits of the

Company such sums as they think proper as reserves which shall, at the

discretion of the Directors, be applicable for any purpose to which the profits

of the Company may be properly applied, and pending any such application

may, at the like discretion, either be employed in the business of the Company

or be invested in such investments (other than shares in the Company) as the

Directors may from time to time think fit. The Directors may also without

placing the same to reserve carry forward any profits which they may think

prudent not to divide.

Application of

profits

Company No.

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23.6 Subject to the rights of persons, if any, entitled to shares with special rights

as to dividend, all dividends shall be authorised and paid according to the

amounts paid or credited as paid on the shares in respect whereof the dividend

is paid, but no amount paid or credited as paid on a share in advance of calls

shall be treated for the purposes of this Clause as paid on the share. All

dividends shall be apportioned and paid proportionately to the amounts paid

or credited as paid on the shares during any portion or portions of the period

in respect of which the dividend is paid; but if any share is issued on terms

provided that it shall rank for dividend as from a particular date that share

shall rank for dividend accordingly.

Terms of

authorisation of

dividends

23.7 The Directors may deduct from any dividend payable to any member all sums

of money, if any, presently payable by him to the Company on account of

calls or otherwise in relation to the shares of the Company.

Power to deduct

unpaid calls

from dividend

23.8 The Directors may retain any dividend or other moneys payable on or in

respect of a share other than fully paid shares on which the Company has a

lien, and may apply the same in or towards satisfaction of the debts, liabilities

of engagements in respect of which the lien exists.

Directors may

retain dividend

on which the

Company has a

lien

23.9 Any authorisation by the Directors in relation to the payment of a dividend

or bonus may direct payment of such dividend or bonus wholly or partly by

the distribution of specific assets and in particular of paid up shares,

debentures or debenture stock of any other Company or in any one or more

of such ways, and where any difficulty arises in regards to such distribution,

the Directors may settle the same as they think expedient, and fix the value

for distribution of such specific assets or any part thereof and may determine

that cash payments shall be made to any members upon the footing of the

value so fixed in order to adjust the rights of all parties, and may vest any

such specific assets in trustees as may seem expedient to the Directors.

Dividend paid

up distribution

in specie

23.10 Any dividend, interest, or other money payable in cash in respect of shares

may be paid by way of direct transfer by means of electronic payment

systems upon the terms and subject to the conditions as the Directors may

stipulate or by cheque or warrant sent through the post directed to the

registered address of the holder or, in the case of joint holders, to the

registered address of that one (1) of the joint holders who is first named on

the Register of Members or to such person and to such address as the holder

or joint holder may in writing direct. Every such cheque or warrant or

telegraphic transfer or electronic transfer or remittance shall be made payable

to the order of the person to whom it is sent. Any one (1) of the two (2) or

more joint holders may give effectual receipts to any dividends, bonuses, or

other money payable in respect of the shares held by them as joint holders.

Mode of

payment of

dividend

24 CAPITALIZATION OF PROFITS AND RESERVES

24.1 The Company in general meeting may, upon the recommendation of the

Directors resolve that it is desirable to capitalize any part of the amount for

the time being standing to the credit of any of the Company's reserve accounts

or to credit of the profit and loss account or otherwise available for

Capitalisation of

profits and

reserves and

distribution

Company No.

16688 K

30

distribution, and accordingly that such sum be set free for distribution

amongst the members who would have been entitled thereof if distributed by

way of dividend and in the same proportions on condition that the same be

not paid in cash but be applied either in or towards paying up any amounts

for the time being unpaid on any shares held by such members respectively

or paying up in full unissued shares or debentures of the Company to be

allotted and distributed credited as fully paid up to and amongst such

members in the proportion aforesaid, or partly in the one way and partly in

the other, and the Directors shall give effect to such resolution.

24.2 Whenever such a resolution as aforesaid shall have been passed the Directors

shall make all appropriations and applications of the undivided profits

resolved to be capitalized thereby, and all allotments and issues of fully paid

shares or debentures, if any, and generally shall do all acts and things required

to give effect thereto, with full power to the Directors to make such provisions

by the issue of fractional certificates, on the application by the member or by

payment in the cash or otherwise as they think fit for the case of shares or

debentures becoming distributable in fractions, and also to authorise any

person to enter on behalf of all the members entitled thereto into an agreement

with the Company providing for the allotment to them respectively, credited

as fully paid up, of any further shares or debentures to which they may be

entitled upon such capitalization, or (as the case may require) for the payment

up by the Company on their behalf, by the application thereto of their

respective proportions of the profits resolved to be capitalized, of the amounts

or any part of the amounts remaining unpaid on their existing shares, and any

agreement made under such authority shall be effective and binding on all

such members.

Appropriation

and allotment

25 NOTICE

25.1 A notice may be given by the Company to any member, subject to the Act

and this Constitution, either personally or by sending it by hand or post to

him at his registered address, or (if he has no registered address within

Malaysia) to the address, if any, within Malaysia supplied by him to the

Company for the giving of notices to him or by such other electronic form

including publication on website or by sending it to the electronic address

provided by him to the Company or in a combination of both by post and

electronic communication. Where a notice is served or sent personally, it

shall be deemed to have been served upon delivery or if it is served or sent

by post, facsimile or other electronic means, it shall be deemed to have been

served or delivered on the day on which the envelope or wrapper containing

the same is posted or the message contained in the notice or document is

transmitted, as the case may be.

Mode of service

of notice to

members

25.2 A notice may be given by the Company to the joint holders of a share by

giving the notice to the joint holders named in the Register of Members in

respect of the share.

Notice to joint

holders

25.3 A notice may be given by the Company to the persons entitled to a share in

the consequence of the death or bankruptcy of a member by sending it

through the post in a prepaid letter addressed to them by name, or by the title

Notice by post to

persons entitled

in consequence

Company No.

16688 K

31

of representatives of the deceased, or assignee of the bankrupt, or by any like

description, at the address, if any, within Malaysia supplied for the purpose

by the persons claiming to be so entitled, or (until such an address has been

so supplied) by giving a notice in any manner in which the same might have

been given if the death or bankruptcy had not occurred.

of death or

bankruptcy, etc.

25.4

(1) Notice of every general meeting shall be given in either hard copy,

in electronic form or partly in hard copy and partly in electronic form

and shall be given to:-

Notice to

member,

Director, etc.

(a) every member;

(b) every Director;

(c) every person entitled to a share in consequence of the death

or bankruptcy of a member who, but for his death or

bankruptcy, would be entitled to receive notice of the

meeting and the Company has been notified of the person’s

entitlement in writing; and

(d) the auditor for the time being of the Company.

(2) Save as otherwise provided in this Constitution or in the Act, no other

person shall be entitled to receive notices of general meetings.

26 WINDING UP

26.1 Subject to the Act and the FSA, if the Company is wound up the

liquidator may, with the sanction of a Special Resolution of the

Company, divide amongst the members in kind the whole or any part

of the assets of the Company (whether they consist of property of the

same kind or not) and may for that purpose set such value as he deems

fair upon any property to be divided as aforesaid and may determine

how the division shall be carried out as between the members or

different classes of members. The liquidator may, with the like

sanction, vest the whole or any part of any such assets in trustees

upon such trust for the benefit of the contributories as the liquidator,

with the like sanction, thinks fit, but so that no member shall be

compelled to accept any shares or other securities whereof there is

any liability.

Distribution of

assets

26.2 On the voluntary liquidation of the Company, no commission or fee

shall be paid to a liquidator unless it shall have been ratified by the

members. The amount of such payment shall be notified to all

members at least seven (7) days prior to the general meeting at which

it is to be considered.

Commission or

fee to liquidator

Company No.

16688 K

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27 INDEMNITY

Subject to the provisions of the Act, every Director, managing director, agent,

auditor, Secretary, and other officers for the time being of the Company shall

be indemnified out of the assets of the Company against:

Indemnity

(a) any loss or liability incurred by him arising from or in relation to his

office or performance of his duties except where such loss or liability

results from any negligence, default, breach of duty or breach of trust

of which he may be guilty in relation to the Company; and

(b) any liability incurred by him in defending any proceedings, whether

civil or criminal, in which judgment is given in his favour or in which

he is acquitted or in connection with any application under the Act

in which relief is granted to him under the Act, or where proceedings

are discontinued or not pursued.

28 FSA

(a) This Constitution is subject to the provisions of the FSA and any

other regulations, guidelines, circulars, notes or directives having

the force of law and issued by BNM from time to time.

(b) Notwithstanding anything contained in this Constitution, if the FSA

and any other regulations, guidelines, circulars, notes or directives

having the force of law issued by BNM prohibit an act being done,

the act shall not be done.

(c) Nothing contained in this Constitution prevents an act being done

that the FSA and any other regulations, guidelines, circulars, notes

or directives having the force of law issued by BNM require to be

done.

(d) If the FSA and any other regulations, guidelines, circulars, notes or

directives having the force of law issued by BNM require an act to

be done or not to be done, authority is given for that act to be done

or not to be done (as the case may be).

(e) If the FSA and any other regulations, guidelines, circulars, notes or

directives having the force of law issued by BNM require this

Constitution to contain a provision and they do not contain such a

provision, this Constitution shall be deemed to contain that

provision.

(f) If the FSA and any other regulations, guidelines, circulars, notes or

directives having the force of law issued by BNM require this

Constitution not to contain a provision and they contain such a

provision, this Constitution shall be deemed not to contain that

provision.

Company No.

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(g) In the event of any inconsistency between any of the provision in

this Constitution and the provision of the FSA and any other

regulations, guidelines, circulars, notes or directives having the

force of law issued by BNM, the latter shall prevails to the extent

of such inconsistencies.